US HB3606 | 2011-2012 | 112th Congress

Status

Completed Legislative Action
Spectrum: Slight Partisan Bill (Republican 34-20)
Status: Passed on April 5 2012 - 100% progression
Action: 2012-04-05 - Became Public Law No: 112-106.
Text: Latest bill text (Enrolled) [PDF]

Summary

Jumpstart Our Business Startups Act - Title I: Reopening American Capital Markets to Emerging Growth Companies - (Sec. 101) Amends the Securities Act of 1933 (SA) and the Securities Exchange Act of 1934 (SEA) to define "emerging growth company" as an issuer that had total annual gross revenues of less than $1 billion during its most recently completed fiscal year. Disqualifies from treatment as an emerging growth company any issuer whose first sale of its common equity securities pursuant to an effective registration statement occurred on or before December 8, 2011. (Sec. 102) Amends SEA and the Investor Protection and Securities Reform Act of 2010 (title IX of the Dodd-Frank Wall Street Reform and Consumer Protection Act [Dodd-Frank]) to exempt emerging growth companies from the requirement for separate shareholder approval of executive compensation, including golden parachute compensation. Requires any emerging growth company that ceases to be one to comply with procedures for soliciting a separate shareholder approval of executive compensation. Amends SA to state that an emerging growth company need not present more than two years of audited financial statements in order for its registration statement, with respect to an initial public offering of its common equity securities, to be effective. Amends both SA and SEA to state that, in any other registration statement to be filed with the Securities and Exchange Commission (SEC), an emerging growth company need not present certain selected financial data for any period before the earliest audited period presented in connection with its initial public offering. Declares that an emerging growth company may not be required to comply with any new or revised financial accounting standard until a company that is not an issuer is required to comply with it, if the standard applies to companies that are not issuers. An emerging growth company may comply, however, with specified executive compensation disclosure requirements by disclosing the same information as any issuer with a market value of outstanding voting and nonvoting common equity held by non-affiliates of less than $75 million. (Sec. 103) Amends the the Sarbanes-Oxley Act of 2002 to exempt a registered public accounting firm that prepares or issues a report on its audit of an emerging growth company from the requirement that it attest to, and report on, any assessment of internal controls the company's management has made. (Sec. 104) Modifies the application to emerging growth companies of any auditing or other professional standards the Public Company Accounting Oversight Board may establish that were proposed by one or more professional groups of accountants. Exempts an emerging growth company from any such rules requiring mandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additional information about the audit and the issuer's financial statements (auditor discussion and analysis). Applies this exemption also with respect to any additional rules adopted by the Board after enactment of this Act, unless the SEC decides otherwise and determines that their application to emerging growth companies is necessary or appropriate in the public interest, after considering the protection of investors and whether the action will promote efficiency, competition, and capital formation. (Sec. 105) Amends SA to deem not to constitute an offer for sale or offer to sell a security, for the purposes of prospectus and specified registration requirements, a broker's or dealer's publication or distribution of a written, electronic, or oral research report about an emerging growth company that is the subject of a proposed public offering of its common equity securities pursuant to a registration statement the issuer proposes to file, or has filed, or that is effective, even if the broker or dealer is participating or will participate in the registered offering of the issuer's securities. Prohibits the SEC and any registered national securities association from adopting or maintaining any conflict-of-interest rule or regulation in connection with an initial public offering of the common equity of an emerging growth company that restricts: (1) which associated persons (based on functional role) of a broker, dealer, or member of a national securities association may arrange for communications between a securities analyst and a potential investor; or (2) a securities analyst from participating in any communications with the management of an emerging growth company that is also attended by any other associated person of a broker, dealer, or member of a national securities association whose functional role is other than as a securities analyst. Authorizes an emerging growth company, or any person authorized to act on behalf of one, to engage in oral or written communications with potential investors that are qualified institutional buyers or institutions that are accredited investors to determine whether such investors might have an interest in a contemplated securities offering, either before or after the filing of a registration statement with the SEC. Prohibits the SEC and any registered national securities association from adopting or maintaining any rule or regulation prohibiting any broker, dealer, or member of a national securities association from publishing or distributing any research report, or making a public appearance, with respect to the securities of an emerging growth company. (Sec. 106) Amends SA to authorize an emerging growth company, before its initial public offering date, to submit to the SEC a draft registration statement for confidential nonpublic review by SEC staff before the public filing, provided that the initial confidential submission and all amendments to it are publicly filed with the SEC within 21 days before the issuer conducts a "road show." Declares that the SEC, however, shall not be compelled to disclose such information. (A "road show" is an offer that contains a presentation regarding an offering by one or more members of the issuer's management and includes discussion of the issuer, its management, and/or the securities being offered.) Directs the SEC to study the transition to trading and quoting securities in one penny increments ("decimalization"), and the impact it has had upon: (1) the number of initial public offerings since its implementation, and (2) liquidity for small and middle capitalization company securities and whether there is sufficient economic incentive to support trading operations in these securities in penny increments. Authorizes the SEC, if it determines that securities of emerging growth companies should be quoted and traded using a minimum increment of more than $0.01, to designate a minimum increment for such securities of between $0.01 and $0.10 for use in all quoting and trading of securities in any exchange or other execution venue. (Sec. 107) Authorizes an emerging growth company to choose to forgo an exemption granted under this Act and instead comply with the requirements that apply to an issuer that is not an emerging growth company. Prescribes a special extension of time rule for an emerging growth company that chooses to comply with new or revised financial accounting standards under this Act to the same extent that a non-emerging growth company is required to comply with them. Requires the emerging growth company that makes such a choice to: (1) notify the SEC of its choice at the time it is first required to file its registration statement or periodic or other reports, and (2) continue to comply with all such standards to the same extent that a non-emerging growth company is required to do so for as long as it remains an emerging growth company. Prohibits such a company from choosing to comply in this manner with some standards but not others. (Sec. 108) Instructs the SEC to analyze how the current requirements of Regulation S-K (on the non-financial statement portions of registration statements) can be updated to modernize and simplify the registration process and reduce associated costs and other burdens for emerging growth companies. Title II: Access to Capital for Job Creators - (Sec. 201) Directs the SEC to revise its rules governing an exemption from public offering (especially broker or dealer registration) requirements for limited offers and sales of securities without regard to the dollar amount of the offering (Regulation D), so as to provide that a specified prohibition against general solicitation or general advertising does not apply to offers and sales of securities made pursuant to Regulation D if all purchasers of the securities are accredited investors. Requires such rules to require the issuer to take reasonable steps to verify that purchasers of the securities are accredited investors, using methods determined by the SEC. Requires the SEC to provide that securities sold under this revised exemption may be offered to persons other than qualified institutional buyers, including by means of general solicitation or general advertising, provided that securities are sold only to persons that the seller and any person acting on the seller's behalf reasonably believe is a qualified institutional buyer. Deems offers and sales exempt from registration requirements under Regulation D not to be public offerings under federal securities laws as a result of general advertising or general solicitation. Exempts any person meeting certain criteria from broker or dealer registration requirements, with respect to securities offered and sold in compliance with Regulation D, if that person would be subject to such requirements solely because: (1) that person maintains a platform or mechanism that permits the offer, sale, purchase, or negotiation of or with respect to securities, or permits general solicitations, general advertisements, or similar or related activities by their issuers, whether online, in person, or through any other means; (2) that person or any associated person co-invests in such securities; or (3) that person or any associated person provides certain ancillary services with respect to such securities. Allows such an exemption if that person and each associated person: (1) receives no compensation in connection with the purchase or sale of such security, (2) does not have possession of customer funds or securities in connection with such a purchase or sale, and (3) is not subject to a statutory disqualification. Title III: Crowdfunding - Capital Raising Online While Deterring Fraud and Unethical Non-Disclosure Act of 2012 or CROWDFUND Act - (Sec. 302) Amends the SA to prescribe conditions under which transactions of $1 million or less involving the offer or sale of securities by an issuer through a broker or funding portal are exempt from certain registration requirements and prohibitions relating to interstate commerce and the mails (crowdfunding exemption). (Crowdfunding is a method of capital formation by which groups of people pool money, typically composed of very small individual contributions, and often via Internet platforms, to invest in a company or otherwise support an effort by others to accomplish a specific goal.) Amends the Securities Exchange Act of 1934 (SEA) to define "funding portal" as any person acting as an intermediary in a transaction involving the offer or sale of securities for the account of others, solely pursuant to the crowdfunding exemption under this Act, that does not: (1) offer investment advice or recommendations; (2) solicit purchases, sales, or offers to buy the securities offered or displayed on its website or portal; (3) compensate employees, agents, or other persons for such solicitation or based on the sale of securities displayed or references on its website or portal; (4) hold, manage, possess, or otherwise handle investor funds or securities; or (5) engage in other activities determined by the Securities and Exchange Commission (SEC). Amends the SA to set forth qualification requirements for such crowdfunding exemption, including those for intermediaries and issuers. Sets forth restrictions on sales of such exempt securities. (Sec. 303) Amends the SEA to authorize the SEC to exempt crowdfunding investors from certain shareholder caps under the Securities Act of 1933. (Sec. 304) Requires the SEC to exempt funding portals from certain registration requirements, provided that they remain subject to examination by the SEC and a national securities association. (Sec. 305) Prohibits a state or its political subdivision from enforcing any law or administrative action against a registered funding portal with respect to its business as such. Exempts from such prohibition the examination and enforcement of any law or administrative action of a state in which the principal place of business of a registered funding portal is located, if the law or administrative action is not in addition to or different from SEC requirements for registered funding portals. Title IV: Small Company Capital Formation - (Sec. 401) Amends the SA to direct the SEC to exempt from its regulation a class of securities for which the aggregate offering amount of all securities sold within the prior 12-month period in reliance upon such exemption does not exceed $50 million. Restricts any such exemption to equity securities, debt securities, and debt securities convertible or exchangeable to equity interests, including any guarantees of such securities. Subjects to civil liability certain violations arising from offering or selling securities by use of prospectuses and communications. Authorizes the SEC to: (1) require an issuer of such exempted class of securities to make periodic disclosures available to investors regarding the issuer, its business operations, financial condition, corporate governance principles, and use of investor funds; (2) require the issuer to file electronically with the SEC and distribute to prospective investors an offering statement which includes this information; (3) provide for the suspension and termination of this disclosure requirement with respect to that issuer; and (4) prescribe exemption disqualification requirements, substantially similar to regulations adopted in accordance with Dodd-Frank, under which the exemption shall not be available to the issuer and related persons, including predecessors, affiliates, officers, directors, and underwriters. Requires the SEC to: (1) review and increase biennially such offering amount limitation, as appropriate; and (2) report to certain congressional committees its reasons for not increasing the amount if it determines not to do so. Exempts from state regulation the securities covered and required to be exempted from SEC regulation by this Act. (Sec. 402) Directs the Comptroller General to study the impact of state laws regulating securities offerings (Blue Sky laws) on offerings made under Regulation A (which specifies the terms and conditions of exemption from the registration requirements of the SA). Title V: Private Company Flexibility and Growth - (Sec. 501) Amends SEA to increase from $1 million to $10 million the shareholder registration threshold for an issuer of securities who either has a class of equity securities held of record by 2,000 persons or by 500 persons who are not accredited investors (currently, a class of non-exempted equity security held of record by 750 or more persons). (Sec. 502) Excludes from the definition "held of record" for purposes of determining mandatory registration, any securities received pursuant to an employee compensation plan in transactions exempted from certain SA registration requirements. (Sec. 503) Directs the SEC to: (1) revise the definition of "held of record" to implement this title, (2) adopt safe harbor provisions to help issuers determine whether holders of their securities received them pursuant to such an employee compensation plan, and (3) submit recommendations to Congress if it determines that new enforcement tools are needed to enforce certain anti-evasion provisions. Title VI: Capital Expansion - (Sec. 601) Amends SEA regarding registration of securities to modify the registration threshold for an issuer that is either a bank or a bank holding company as well as for an issuer that is neither a bank nor a bank holding company. Raises from $1 million to $10 million the threshold for total assets of an issuer that requires registration of a certain class of equity security held of record by 2,000 or more persons. Requires termination of a security registration in the case of a bank or a bank holding company if the number of holders of record of the class of security is reduced to less than 1,200. (Sec. 602) Directs the SEC to issue final regulations to implement this Act. Title VII: Outreach on Changes to the Law - (Sec. 701) Directs the SEC to provide online information and conduct outreach to inform small and medium sized businesses, women owned businesses, veteran owned businesses, and minority owned businesses of the changes made by this Act.

Tracking Information

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Title

Jumpstart Our Business Startups

Sponsors


Roll Calls

2012-03-27 - House - On Motion to Suspend the Rules and Concur in the Senate Amendment (Y: 380 N: 41 NV: 10 Abs: 0) [PASS]
2012-03-27 - House - On Motion to Suspend the Rules and Concur in the Senate Amendment (Y: 380 N: 41 NV: 10 Abs: 0) [PASS]
2012-03-22 - Senate - On Passage of the Bill H.R. 3606 (Y: 73 N: 26 NV: 1 Abs: 0) [PASS]
2012-03-22 - Senate - On the Amendment S.Amdt. 1884 to H.R. 3606 (Reopening American Capital Markets to Emerging Growth Companies Act of 2011) (Y: 64 N: 35 NV: 1 Abs: 0) [PASS]
2012-03-21 - Senate - On the Cloture Motion H.R. 3606 (Y: 76 N: 22 NV: 2 Abs: 0) [PASS]
2012-03-20 - Senate - On the Cloture Motion S.Amdt. 1836 to H.R. 3606 (Reopening American Capital Markets to Emerging Growth Companies Act of 2011) (Y: 55 N: 44 NV: 1 Abs: 0) [FAIL]
2012-03-20 - Senate - On the Cloture Motion S.Amdt. 1833 to H.R. 3606 (Reopening American Capital Markets to Emerging Growth Companies Act of 2011) (Y: 54 N: 45 NV: 1 Abs: 0) [FAIL]
2012-03-08 - House - On Passage (Y: 390 N: 23 NV: 19 Abs: 0) [PASS]
2012-03-08 - House - On Motion to Recommit with Instructions (Y: 170 N: 244 NV: 18 Abs: 0) [FAIL]
2012-03-08 - House - On Agreeing to the Amendment (Y: 172 N: 236 NV: 24 Abs: 0) [FAIL]
2012-03-08 - House - On Agreeing to the Amendment (Y: 175 N: 239 NV: 18 Abs: 0) [FAIL]
2012-03-08 - House - On Passage (Y: 390 N: 23 NV: 19 Abs: 0) [PASS]
2012-03-08 - House - On Motion to Recommit with Instructions (Y: 170 N: 244 NV: 18 Abs: 0) [FAIL]
2012-03-08 - House - On Agreeing to the Amendment (Y: 172 N: 236 NV: 24 Abs: 0) [FAIL]
2012-03-08 - House - On Agreeing to the Amendment (Y: 175 N: 239 NV: 18 Abs: 0) [FAIL]
2012-03-07 - House - On Agreeing to the Amendment (Y: 185 N: 236 NV: 11 Abs: 0) [FAIL]
2012-03-07 - House - On Agreeing to the Amendment (Y: 161 N: 259 NV: 12 Abs: 0) [FAIL]
2012-03-07 - House - On Agreeing to the Amendment (Y: 169 N: 244 NV: 19 Abs: 0) [FAIL]
2012-03-07 - House - On Agreeing to the Amendment (Y: 164 N: 245 NV: 23 Abs: 0) [FAIL]
2012-03-07 - House - On Agreeing to the Amendment (Y: 185 N: 236 NV: 11 Abs: 0) [FAIL]
2012-03-07 - House - On Agreeing to the Amendment (Y: 161 N: 259 NV: 12 Abs: 0) [FAIL]
2012-03-07 - House - On Agreeing to the Amendment (Y: 169 N: 244 NV: 19 Abs: 0) [FAIL]
2012-03-07 - House - On Agreeing to the Amendment (Y: 164 N: 245 NV: 23 Abs: 0) [FAIL]

History

DateChamberAction
2012-04-05SenateBecame Public Law No: 112-106.
2012-04-05SenateSigned by President.
2012-03-27SenatePresented to President.
2012-03-27SenateMotion to reconsider laid on the table Agreed to without objection.
2012-03-27SenateOn motion that the House suspend the rules and agree to the Senate amendment Agreed to by the Yeas and Nays: (2/3 required): 380 - 41 (Roll no. 132). (text as House agreed to Senate amendment: CR H1586-1588)
2012-03-27SenateAt the conclusion of debate, the Yeas and Nays were demanded and ordered. Pursuant to the provisions of clause 8, rule XX, the chair announced that further proceedings on the motion would be postponed.
2012-03-27SenateDEBATE - The House proceeded with forty minutes of debate on the Senate amendment to H.R. 3606.
2012-03-27SenateMr. Bachus moved that the House suspend the rules and agree to the Senate amendment. (consideration: CR H1586-1593, H1597-1598)
2012-03-27SenateMessage on Senate action sent to the House.
2012-03-22SenatePassed Senate with an amendment by Yea-Nay Vote. 73 - 26. Record Vote Number: 55.
2012-03-22SenateS.AMDT.1884 Amendment SA 1884 agreed to in Senate by Yea-Nay Vote. 64 - 35. Record Vote Number: 54.
2012-03-22SenateS.AMDT.1931 Amendment SA 1931 not agreed to in Senate by Voice Vote.
2012-03-22SenateS.AMDT.1931 Considered by Senate. (consideration: CR S1963, S1973-1976)
2012-03-22SenateS.AMDT.1884 Considered by Senate. (consideration: CR S1963, S1976)
2012-03-22SenateConsidered by Senate. (consideration: CR S1963-1977)
2012-03-21SenateS.AMDT.1931 Amendment SA 1931 proposed by Senator Reid for Senator Reed to Amendment SA 1884. (consideration: CR S1884-1886; text: CR S1884)To improve the bill.
2012-03-21SenateS.AMDT.1884 Amendment SA 1884 proposed by Senator Reid for Senator Merkley. (consideration: CR S1884, S1886-1895)To amend the securities laws to provide for registration exemptions for certain crowdfunded securities, and for other purposes.
2012-03-21SenateS.AMDT.1835 SA 1835 fell when SA 1834 fell.
2012-03-21SenateS.AMDT.1834 SA 1834 fell when SA 1833 ruled non-germane by the Chair.
2012-03-21SenateS.AMDT.1833 Amendment SA 1833 ruled non-germane by the chair.
2012-03-21SenateS.AMDT.1833 Point of order raised in Senate with respect to amendment SA 1833.
2012-03-21SenateS.AMDT.1837 SA 1837 fell when SA 1836 ruled non-germane by the Chair.
2012-03-21SenateS.AMDT.1836 Amendment SA 1836 ruled non-germane by the chair.
2012-03-21SenateS.AMDT.1836 Point of order raised in Senate with respect to amendment SA 1836.
2012-03-21SenateS.AMDT.1840 SA 1840 fell when SA 1839 fell.
2012-03-21SenateS.AMDT.1839 SA 1839 fell when SA 1838 fell.
2012-03-21SenateS.AMDT.1838 SA 1838 fell when cloture invoked on the bill.
2012-03-21SenateMotion by Senator Reid to commit to Senate Committee on Banking, Housing, and Urban Affairs with instructions that the Committee report back forthwith with amendment SA 1838 fell when cloture was invoked on the bill in Senate.
2012-03-21SenateCloture on the bill invoked in Senate by Yea-Nay Vote. 76 - 22. Record Vote Number: 53. (consideration: CR S1884; text: CR S1884)
2012-03-21SenateS.AMDT.1840 Considered by Senate.
2012-03-21SenateS.AMDT.1839 Considered by Senate.
2012-03-21SenateS.AMDT.1838 Considered by Senate. (consideration: CR S1884)
2012-03-21SenateS.AMDT.1837 Considered by Senate. (consideration: CR S1884)
2012-03-21SenateS.AMDT.1836 Considered by Senate. (consideration: CR S1884)
2012-03-21SenateS.AMDT.1835 Considered by Senate. (consideration: CR S1884)
2012-03-21SenateS.AMDT.1834 Considered by Senate. (consideration: CR S1884)
2012-03-21SenateS.AMDT.1833 Considered by Senate. (consideration: CR S1884)
2012-03-21SenateConsidered by Senate. (consideration: CR S1884-1919)
2012-03-20SenateS.AMDT.1836 Cloture on amendment SA 1836 not invoked in Senate by Yea-Nay Vote. 55 - 44. Record Vote Number: 52. (consideration: CR S1841-1842; text: CR S1841)
2012-03-20SenateS.AMDT.1833 Cloture on amendment SA 1833 not invoked in Senate by Yea-Nay Vote. 54 - 45. Record Vote Number: 51. (consideration: CR S1840-1841; text: CR S1840)
2012-03-20SenateS.AMDT.1840 Considered by Senate. (consideration: CR S1824)
2012-03-20SenateS.AMDT.1839 Considered by Senate. (consideration: CR S1824)
2012-03-20SenateS.AMDT.1838 Considered by Senate. (consideration: CR S1824)
2012-03-20SenateS.AMDT.1837 Considered by Senate. (consideration: CR S1824)
2012-03-20SenateS.AMDT.1836 Considered by Senate. (consideration: CR S1824)
2012-03-20SenateS.AMDT.1835 Considered by Senate. (consideration: CR S1824)
2012-03-20SenateS.AMDT.1834 Considered by Senate. (consideration: CR S1824)
2012-03-20SenateS.AMDT.1833 Considered by Senate. (consideration: CR S1824)
2012-03-20SenateConsidered by Senate. (consideration: CR S1824-1831, S1840-1842)
2012-03-19SenateS.AMDT.1840 Considered by Senate. (consideration: CR S1776)
2012-03-19SenateS.AMDT.1839 Considered by Senate. (consideration: CR S1776)
2012-03-19SenateS.AMDT.1838 Considered by Senate. (consideration: CR S1776)
2012-03-19SenateS.AMDT.1837 Considered by Senate. (consideration: CR S1776)
2012-03-19SenateS.AMDT.1836 Considered by Senate. (consideration: CR S1776)
2012-03-19SenateS.AMDT.1835 Considered by Senate. (consideration: CR S1776)
2012-03-19SenateS.AMDT.1834 Considered by Senate. (consideration: CR S1776)
2012-03-19SenateS.AMDT.1833 Considered by Senate. (consideration: CR S1776)
2012-03-19SenateConsidered by Senate. (consideration: CR S1776-1784)
2012-03-15SenateCloture motion on the bill presented in Senate. (consideration: CR S1694; text: CR S1694)
2012-03-15SenateS.AMDT.1840 Amendment SA 1840 proposed by Senator Reid to Amendment SA 1839. (consideration: CR S1694; text: CR S1694)Of a perfecting nature.
2012-03-15SenateS.AMDT.1839 Amendment SA 1839 proposed by Senator Reid to Amendment SA 1838 (the instructions of the motion to commit). (consideration: CR S1694; text: CR S1694)Of a perfecting nature.
2012-03-15SenateS.AMDT.1838 Amendment SA 1838 proposed by Senator Reid. (consideration: CR S1694; text: CR S1694)To change the enactment date.
2012-03-15SenateMotion by Senator Reid to commit to Senate Committee on Banking, Housing, and Urban Affairs with instructions that the Committee report back forthwith with amendment SA 1838 made in Senate. (consideration: CR S1694; text: CR S1694)
2012-03-15SenateS.AMDT.1837 Amendment SA 1837 proposed by Senator Reid to Amendment SA 1836. (consideration: CR S1694; text: CR S1694)To change the enactment date.
2012-03-15SenateS.AMDT.1836 Cloture motion on amendment SA 1836 presented in Senate. (consideration: CR S1694; text: CR S1694)
2012-03-15SenateS.AMDT.1836 Amendment SA 1836 proposed by Senator Reid for Senator Cantwell to language proposed to be stricken by amendment no. SA 1833. (consideration: CR S1693-1694; text: CR S1694)To reauthorize the Export-Import Bank of the United States.
2012-03-15SenateS.AMDT.1833 Cloture motion on amendment SA 1833 presented in Senate. (consideration: CR S1693; text: CR S1693)
2012-03-15SenateS.AMDT.1835 Amendment SA 1835 proposed by Senator Reid to Amendment SA 1834. (consideration: CR S1693; text: CR S1693)Of a perfecting nature.
2012-03-15SenateS.AMDT.1834 Amendment SA 1834 proposed by Senator Reid to Amendment SA 1833. (consideration: CR S1693; text: CR S1693)To change the enactment date.
2012-03-15SenateS.AMDT.1833 Amendment SA 1833 proposed by Senator Reid for Senator Reed. (consideration: CR S1693)In the nature of a substitute.
2012-03-15SenateMeasure laid before Senate by unanimous consent. (consideration: CR S1693-1696, S1714, S1714-1729)
2012-03-13SenateRead the second time. Placed on Senate Legislative Calendar under General Orders. Calendar No. 334.
2012-03-12SenateRead the first time. Placed on Senate Legislative Calendar under Read the First Time.
2012-03-08SenateReceived in the Senate.
2012-03-08HouseThe Clerk was authorized to correct section numbers, punctuation, and cross references, and to make other necessary technical and conforming corrections in the engrossment of H.R. 3606.
2012-03-08HouseMotion to reconsider laid on the table Agreed to without objection.
2012-03-08HouseOn passage Passed by recorded vote: 390 - 23 (Roll no. 110).
2012-03-08HouseOn motion to recommit with instructions Failed by recorded vote: 170 - 244 (Roll no. 109). (consideration: CR H1288)
2012-03-08HouseThe previous question on the motion to recommit with instructions was ordered without objection. (consideration: CR H1288)
2012-03-08HouseDEBATE - The House proceeded with 10 minutes of debate on the Eshoo motion to recommit with instructions. The instructions contained in the motion seek to require that the bill be reported back to the House with an amendment providing for public disclosures to the Federal Election Commission of any political expenditures or contributions made during a fiscal year.
2012-03-08HouseMs. Eshoo moved to recommit with instructions to Financial Services. (consideration: CR H1287-1288; text: CR H1287)
2012-03-08HouseThe House adopted the amendment in the nature of a substitute as agreed to by the Committee of the Whole House on the state of the Union. (text of amendment in the nature of a substitute: CR 3/7/2012 H1245-1249)
2012-03-08HouseThe previous question was ordered pursuant to the rule. (consideration: CR H1287)
2012-03-08HouseThe House rose from the Committee of the Whole House on the state of the Union to report H.R. 3606.
2012-03-08HouseH.AMDT.983 On agreeing to the Capps amendment (A016) Failed by recorded vote: 172 - 236 (Roll no. 108).
2012-03-08HouseH.AMDT.982 On agreeing to the Peters amendment (A015) Failed by recorded vote: 175 - 239 (Roll no. 107).
2012-03-08HouseUNFINISHED BUSINESS - The Chair announced that the unfinished business was the question of adoption of amendments which had been debated earlier and on which further proceedings had been postponed.
2012-03-08HouseThe House resolved into Committee of the Whole House on the state of the Union for further consideration.
2012-03-08HouseConsidered as unfinished business. (consideration: CR H1285-1289)
2012-03-08HouseCommittee of the Whole House on the state of the Union rises leaving H.R. 3606 as unfinished business.
2012-03-08HouseOn motion that the committee rise Agreed to by voice vote.
2012-03-08HouseMr. Hensarling moved that the committee rise.
2012-03-08HouseH.AMDT.984 On agreeing to the Loebsack amendment (A017) Agreed to by voice vote.
2012-03-08HouseDEBATE - Pursuant to the provisions of H. Res. 572, the Committee of the Whole proceeded with 10 minutes of debate on the Loebsack amendment No. 17.
2012-03-08HouseH.AMDT.984 Amendment (A017) offered by Mr. Loebsack. (consideration: CR H1284-1285; text: CR H1284)Amendment requires the SEC to provide information online and also conduct outreach to specified businesses to inform them about changes put in place by this legislation.
2012-03-08HousePOSTPONED PROCEEDINGS - At the conclusion of debate on the Capps amendment, the Chair put the question on adoption of the amendment and by voice vote announced that the noes had prevailed. Mrs. Capps demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until later in the legislative day.
2012-03-08HouseDEBATE - Pursuant to the provisions of H. Res. 572, the Committee of the Whole proceeded with 10 minutes of debate on the Capps amendment No. 16.
2012-03-08HouseH.AMDT.983 Amendment (A016) offered by Mrs. Capps. (consideration: CR H1282-1284, H1286-1287; text: CR H1282-1283)Amendment sought to require the SEC to issue a report to Congress one year after enactment on the increase in initial public offerings that resulted from the Act, including specific increases in filings by manufacturing and high-technology companies.
2012-03-08HousePOSTPONED PROCEEDINGS - At the conclusion of debate on the Peters(MI) amendment, the Chair put the question on adoption of the amendment and by voice vote announced that the noes had prevailed. Mr. Peters(MI) demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until later in the legislative day.
2012-03-08HouseDEBATE - Pursuant to the provisions of H. Res. 572, the Committee of the Whole proceeded with 10 minutes of debate on the Peters (MI) amendment No. 15.
2012-03-08HouseH.AMDT.982 Amendment (A015) offered by Mr. Peters. (consideration: CR H1281-1282, H1285-1286; text: CR H1281)Amendment sought to require publicly traded companies to disclose on an annual basis the total number of employees they have in each country and the percentage increase or decrease in employment in each country.
2012-03-08HouseH.AMDT.981 On agreeing to the Capuano amendment (A014) Failed by voice vote.
2012-03-08HouseDEBATE - Pursuant to the provisions of H. Res. 572, the Committee of the Whole proceeded with 10 minutes of debate on the Capuano amendment No. 14.
2012-03-08HouseH.AMDT.981 Amendment (A014) offered by Mr. Capuano. (consideration: CR H1280-1281; text: CR H1280)Amendment sought to require the SEC to conduct a study to address anti-evasion concerns and determine if the term "held of record" should mean beneficial owner of the security.
2012-03-08HouseH.AMDT.980 On agreeing to the Schweikert amendment (A013) Agreed to by voice vote.
2012-03-08HouseDEBATE - Pursuant to the provisions of H. Res. 572, the Committee of the Whole proceeded with 10 minutes of debate on the Schweikert amendment No. 13.
2012-03-08HouseH.AMDT.980 Amendment (A013) offered by Mr. Schweikert. (consideration: CR H1279-1280; text: CR H1279)Amendment authorizes the SEC to study whether or not it has the authority to enforce anti-evasion provisions associated with the shareholder threshold and to report the results to Congress.
2012-03-08HouseH.AMDT.979 On agreeing to the Miller (NC) amendment (A012) Agreed to by voice vote.
2012-03-08HouseDEBATE - Pursuant to the provisions of H. Res. 572, the Committee of the Whole proceeded with 10 minutes of debate on the Miller (NC) amendment No. 12.
2012-03-08HouseH.AMDT.979 Amendment (A012) offered by Mr. Miller (NC). (consideration: CR H1278-1279; text: CR H1278)Amendment increases the exception from SEC registration to 2,000 investors, provided that no more than 500 are not accredited investors.
2012-03-08HouseH.AMDT.978 On agreeing to the McHenry amendment (A011) Agreed to by voice vote.
2012-03-08HouseDEBATE - Pursuant to the provisions of H. Res. 572, the Committee of the Whole proceeded with 10 minutes of debate on the McHenry amendment No. 11.
2012-03-08HouseH.AMDT.978 Amendment (A011) offered by Mr. McHenry. (consideration: CR H1277-1278; text: CR H1277)Amendment provides an exemption from registration as a broker or dealer for trading platforms that do not charge a fee in connection with the purchase or sale of the security or permit general solicitations, general advertisements, or similar or related activities by issuers of such securities. Amendment also enables the marketing of private shares to accredited investors through platforms.
2012-03-08HouseThe House resolved into Committee of the Whole House on the state of the Union for further consideration.
2012-03-08HouseConsidered as unfinished business. (consideration: CR H1277-1285)
2012-03-07HouseCommittee of the Whole House on the state of the Union rises leaving H.R. 3606 as unfinished business.
2012-03-07HouseOn motion that the Committee rise Agreed to by voice vote.
2012-03-07HouseMr. Hensarling moved that the Committee rise.
2012-03-07HouseH.AMDT.976 On agreeing to the Connolly (VA) amendment (A009) Failed by recorded vote: 185 - 236 (Roll no. 106).
2012-03-07HouseH.AMDT.973 On agreeing to the Waters amendment (A006) Failed by recorded vote: 161 - 259 (Roll no. 105).
2012-03-07HouseH.AMDT.972 On agreeing to the Ellison amendment (A005) Failed by recorded vote: 169 - 244 (Roll no. 104).
2012-03-07HouseH.AMDT.970 On agreeing to the Himes amendment (A003) Failed by recorded vote: 164 - 245 (Roll no. 103).
2012-03-07HouseUNFINISHED BUSINESS - The Chair announced that the unfinished business was the question of adoption of amendments which had been debated earlier and on which further proceedings had been postponed.
2012-03-07HouseH.AMDT.977 On agreeing to the McCarthy (CA) amendment (A010) Agreed to by voice vote.
2012-03-07HouseDEBATE - Pursuant to the provisions of H. Res. 572, the Committee of the Whole proceeded with 10 minutes of debate on the McCarthy (CA) amendment No. 10.
2012-03-07HouseH.AMDT.977 Amendment (A010) offered by Mr. McCarthy (CA). (consideration: CR H1260-1261; text: CR H1260)Amendment clarifies that the general advertising provision should only apply to Regulation D, rule 506 of the securities offerings; protects investors by allowing for general advertising in the secondary sale of securities, so long as only qualified institutional buyers purchase the securities; and provides consistency in the interpretation for regulators that general advertising should not cause private offerings to be considered public offerings.
2012-03-07HousePOSTPONED PROCEEDINGS - At the conclusion of debate on the Connolly (VA) amendment, the Chair put the question on adoption of the amendment and by voice vote announced that the noes had prevailed. Mr. Connolly (VA) demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until later in the legislative day.
2012-03-07HouseDEBATE - Pursuant to the provisions of H. Res. 572, the Committee of the Whole proceeded with 10 minutes of debate on the Connolly (VA) amendment No. 9.
2012-03-07HouseH.AMDT.976 Amendment (A009) offered by Mr. Connolly (VA). (consideration: CR H1259-1260, H1263-1264; text: CR H1259)Amendment sought to require the Securities and Exchange Commission to perform a study, in consultation with the Commodities Futures Trading Commission, of the effects on emerging growth companies of financial speculation on domestic oil and gasoline prices and to forward the results of that study to Congress.
2012-03-07HouseH.AMDT.975 By unanimous consent, the Jackson Lee (TX) amendment was withdrawn.
2012-03-07HouseDEBATE - Pursuant to the provisions of H. Res. 572, the Committee of the Whole proceeded with 10 minutes of debate on the Jackson Lee amendment No. 8.
2012-03-07HouseH.AMDT.975 Amendment (A008) offered by Ms. Jackson Lee (TX). (consideration: CR H1259; text: CR H1259)An amendment numbered 8 printed in House Report 112-409 to establish new filing fee for Reg S-K Forms to discourage frivolous filings.
2012-03-07HouseH.AMDT.974 On agreeing to the Jackson Lee (TX) amendment (A007) Failed by voice vote.
2012-03-07HouseDEBATE - Pursuant to the provisions of H. Res. 572, the Committee of the Whole proceeded with 10 minutes of debate on the Jackson Lee amendment No. 7.
2012-03-07HouseH.AMDT.974 Amendment (A007) offered by Ms. Jackson Lee (TX). (consideration: CR H1257-1259; text: CR H1257)Amendment sought to narrow the permissible exemption to allow oral or written communications with potential investors who are qualified institutional investors but would omit accredited investors from the exemption in the name of investor protection.
2012-03-07HousePOSTPONED PROCEEDINGS - At the conclusion of debate on the Waters amendment, the Chair put the question on adoption of the amendment and by voice vote announced that the noes had prevailed. Mrs. Waters demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until later in the legislative day.
2012-03-07HouseDEBATE - Pursuant to the provisions of H. Res. 572, the Committee of the Whole proceeded with 10 minutes of debate on the Waters amendment No. 6.
2012-03-07HouseH.AMDT.973 Amendment (A006) offered by Ms. Waters. (consideration: CR H1255-1257, H1263; text: CR H1256)Amendment sought to provide that if a broker or dealer is underwriting an initial public offering (IPO) for an emerging growth company (EGC) and providing research to the public about such IPO, those research reports need to be filed with the SEC, and the broker or dealer shall be held to stricter liability for their comments, and would also provide that if EGCs are communicating, either orally or in writing, with potential investors before or following an offering, they need to file those communications with the SEC.
2012-03-07HousePOSTPONED PROCEEDINGS - At the conclusion of debate on the Ellison amendment, the Chair put the question on adoption of the amendment and by voice vote announced that the noes had prevailed. Mr. Ellison demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until later in the legislative day.
2012-03-07HouseDEBATE - Pursuant to the provisions of H. Res. 572, the Committee of the Whole proceeded with 10 minutes of debate on the Ellison amendment No. 5.
2012-03-07HouseH.AMDT.972 Amendment (A005) offered by Mr. Ellison. (consideration: CR H1252-1255, H1262-1263; text: CR H1252)Amendment sought to require emerging growth companies to fully comply with say-on-pay and golden parachute shareholder votes.
2012-03-07HouseH.AMDT.971 On agreeing to the Jackson Lee (TX) amendment (A004) Agreed to by voice vote.
2012-03-07HouseDEBATE - Pursuant to the provisions of H. Res. 572, the Committee of the Whole proceeded with 10 minutes of debate on the Jackson Lee amendment No. 4.
2012-03-07HouseH.AMDT.971 Amendment (A004) offered by Ms. Jackson Lee (TX). (consideration: CR H1251-1252; text: CR H1251)Amendment adds a requirement that a company not be considered an emerging growth company if it has issued more than $1 billion in nonconvertible debt over the prior 3 years.
2012-03-07HousePOSTPONED PROCEEDINGS - At the conclusion of debate on the Himes amendment, the Chair put the question on adoption of the amendment and by voice vote announced that the noes had prevailed. Mr. Himes demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until later in the legislative day.
2012-03-07HouseDEBATE - Pursuant to the provisions of H. Res. 572, the Committee of the Whole proceeded with 10 minutes of debate on the Himes amendment No. 3.
2012-03-07HouseH.AMDT.970 Amendment (A003) offered by Mr. Himes. (consideration: CR H1250-1251, H1261-1262; text: CR H1250)Amendment sought to lower the gross annual revenue cap from $1,000,000,000 to $750,000,000 for emerging growth companies to remain eligible for the regulatory on-ramp and to strike the public float requirement for the on-ramp.
2012-03-07HouseH.AMDT.969 On agreeing to the McIntyre amendment (A002) Agreed to by voice vote.
2012-03-07HouseDEBATE - Pursuant to the provisions of H. Res. 572, the Committee of the Whole proceeded with 10 minutes of debate on the McIntyre amendment No. 2.
2012-03-07HouseH.AMDT.969 Amendment (A002) offered by Mr. McIntyre. (consideration: CR H1249-1250; text: CR H1249)Amendment adjusts the emerging growth company definition for inflation in order to provide more flexibility for businesses.
2012-03-07HouseH.AMDT.968 On agreeing to the Fincher amendment (A001) Agreed to by voice vote.
2012-03-07HouseDEBATE - Pursuant to the provisions of H. Res. 572, the Committee of the Whole proceeded with 10 minutes of debate on the Fincher amendment No. 1.
2012-03-07HouseH.AMDT.968 Amendment (A001) offered by Mr. Fincher. (consideration: CR H1249; text: CR H1249)Manager's amendment makes technical and clarifying changes to the bill.
2012-03-07HouseGENERAL DEBATE - The Committee of the Whole resumed general debate on H.R. 3606.
2012-03-07HouseThe House resolved into Committee of the Whole House on the state of the Union for further consideration.
2012-03-07HouseConsidered as unfinished business.
2012-03-07HouseRULING OF THE CHAIR - After review, the Chair ruled that the remarks constituted a personality directed towards an indentifiable Member and announced that, without objection, said remarks would be stricken from the record. Subsequently, the Chair announced that the Committee of the Whole would resume its sitting.
2012-03-07HouseCommittee of the Whole House on the state of the Union rises leaving H.R. 3606 as unfinished business.
2012-03-07HouseWORDS TAKEN DOWN - During the course of debate, exception was taken to certain words used and a demand was made to have words taken down. Subsequently, the words were reported to the Committee of the Whole and the Chair announced that the Committee would rise.
2012-03-07HouseGENERAL DEBATE - The Committee of the Whole proceeded with one hour of general debate on H.R. 3606.
2012-03-07HouseThe Speaker designated the Honorable Robert J. Dold to act as Chairman of the Committee.
2012-03-07HouseHouse resolved itself into the Committee of the Whole House on the state of the Union pursuant to H. Res. 572 and Rule XVIII.
2012-03-07HouseRule provides for consideration of H.R. 3606 with 1 hour of general debate. Previous question shall be considered as ordered without intervening motions except motion to recommit with or without instructions. Measure will be considered read. Specified amendments are in order. The resolution provides that an amendment in the nature of a substitute consisting of text of Rules Committee Print 112-17 shall be considered as adopted. The resolution waives all points of order against the amendments printed in the report.
2012-03-07HouseConsidered under the provisions of rule H. Res. 572. (consideration: CR H1236)
2012-03-07HouseRule H. Res. 572 passed House.
2012-03-06HouseRules Committee Resolution H. Res. 572 Reported to House. Rule provides for consideration of H.R. 3606 with 1 hour of general debate. Previous question shall be considered as ordered without intervening motions except motion to recommit with or without instructions. Measure will be considered read. Specified amendments are in order. The resolution provides that an amendment in the nature of a substitute consisting of text of Rules Committee Print 112-17 shall be considered as adopted. The resolution waives all points of order against the amendments printed in the report.
2012-03-06HouseSupplemental report filed by the Committee on Financial Services, H. Rept. 112-406, Part II.
2012-03-06HouseCommittee on Banking, Housing, and Urban Affairs. Hearings held.
2012-03-01HousePlaced on the Union Calendar, Calendar No. 281.
2012-03-01HouseReported (Amended) by the Committee on Financial Services. H. Rept. 112-406.
2012-02-16HouseOrdered to be Reported (Amended) by the Yeas and Nays: 54 - 1.
2012-02-16HouseCommittee Consideration and Mark-up Session Held.
2012-02-15HouseSubcommittee on Capital Markets and Government Sponsored Enterprises Discharged.
2012-01-12HouseReferred to the Subcommittee on Capital Markets and Government Sponsored Enterprises.
2011-12-15HouseHearings Held by the Subcommittee on Capital Markets and Government Sponsored Enterprises Prior to Referral.
2011-12-08HouseReferred to the House Committee on Financial Services.
2011-12-08HouseSponsor introductory remarks on measure. (CR E2210-2211)

Same As/Similar To

SB1933 (Same As) 2012-03-06 - Committee on Banking, Housing, and Urban Affairs. Hearings held.
HR572 (Related) 2012-03-07 - Motion to reconsider laid on the table Agreed to without objection.
SB1970 (Related) 2012-03-06 - Committee on Banking, Housing, and Urban Affairs. Hearings held.
SB2190 (Related) 2012-03-13 - Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.
HB4088 (Related) 2012-02-24 - Referred to the House Committee on Financial Services.

Subjects


US Congress State Sources

TypeSource
Summaryhttps://www.congress.gov/bill/112th-congress/house-bill/3606/all-info
Texthttps://www.congress.gov/112/bills/hr3606/BILLS-112hr3606ih.pdf
Texthttps://www.congress.gov/112/bills/hr3606/BILLS-112hr3606rh.pdf
Texthttps://www.congress.gov/112/bills/hr3606/BILLS-112hr3606eh.pdf
Texthttps://www.congress.gov/112/bills/hr3606/BILLS-112hr3606pcs.pdf
Texthttps://www.congress.gov/112/bills/hr3606/BILLS-112hr3606eas.pdf
Texthttps://www.congress.gov/112/bills/hr3606/BILLS-112hr3606enr.pdf
Roll Callhttps://clerk.house.gov/Votes/2012103
Roll Callhttps://clerk.house.gov/Votes/2012104
Roll Callhttps://clerk.house.gov/Votes/2012105
Roll Callhttps://clerk.house.gov/Votes/2012106
Roll Callhttps://clerk.house.gov/Votes/2012107
Roll Callhttps://clerk.house.gov/Votes/2012108
Roll Callhttps://clerk.house.gov/Votes/2012109
Roll Callhttps://clerk.house.gov/Votes/2012110
Roll Callhttps://clerk.house.gov/Votes/2012132
Roll Callhttps://www.senate.gov/legislative/LIS/roll_call_votes/vote1122/vote_112_2_00051.htm
Roll Callhttps://www.senate.gov/legislative/LIS/roll_call_votes/vote1122/vote_112_2_00052.htm
Roll Callhttps://www.senate.gov/legislative/LIS/roll_call_votes/vote1122/vote_112_2_00053.htm
Roll Callhttps://www.senate.gov/legislative/LIS/roll_call_votes/vote1122/vote_112_2_00054.htm
Roll Callhttps://www.senate.gov/legislative/LIS/roll_call_votes/vote1122/vote_112_2_00055.htm

Bill Comments

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